Common use of Mandatory Repayment of Loans Clause in Contracts

Mandatory Repayment of Loans. (a) If at any time the Aggregate Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If at 2.9.1 Within 3 Business Days following the receipt by any time Credit Party of any Net Bond Proceeds, the Aggregate Revolving A Credit Exposure exceeds 105Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% (or if none of such Aggregate Revolving A Credit Exposure is denominated in EurosNet Bond Proceeds except to the extent that: (i) such Net Bond Proceeds are used within 90 days to finance the Casey’s Acquisition and related fees and costs, Sterling or any Optional Currency, 100%(ii) such Net Bond Proceeds are used within 90 days to finance a Permitted Acquisition (other than the Casey’s Acquisition) and related fees and costs if the Borrower makes a voluntary prepayment of the Aggregate Revolving A Commitment, Loans in the relevant Borrower or Borrowers agree immediately upon notice from amount that would be payable pursuant to Section 2.9.3 if the Administrative Agent, by payment fiscal quarters completed between the most recent fiscal year-end and such Permitted Acquisition (if any) were considered as a fiscal year and such amount was calculated based on the pro forma Adjusted Leverage Ratio giving effect to the Administrative Agent such Permitted Acquisition and a maximum annual repayment pro rated for the account number of completed fiscal quarters during such period, or (iii) such Net Bond Proceeds are used within 90 days to refinance the Revolving A LendersSubordinated Notes and related fees and costs (for greater certainty, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral if such Net Bond Proceeds are not used in full as described in Section 2.4.2(csub-paragraphs (i), in (ii) and (iii) above within such 90-day period, the Dollar Equivalent Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of the portion of such excess without premium or penalty; provided that Net Bond Proceeds not so used at the end of such 90-day period); 2.9.2 Within 3 Business Days following the receipt by any repayment Credit Party of LIBOR Rate any Net Securitization Proceeds, the Borrower shall make a mandatory prepayment of the Loans pursuant in an amount equal to this Section 2.4.2(a) other than on 100% of such Net Securitization Proceeds; 2.9.3 Within 120 days after the last day of each fiscal year (beginning with the Interest Period applicable thereto 2012 fiscal year), subject to the next sentence, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the lesser of (i) the percentage set out below of the Excess Cash Flow (if any) for such fiscal year and (ii) the maximum annual repayment set out below. The obligation of the Borrower to make a mandatory prepayment of the Loans under this Section 2.9.3 in respect of any fiscal year shall be accompanied reduced by any amount required to be paid pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day voluntary prepayment of the Interest Period applicable thereto shall Loans made during such fiscal year (and any excess voluntary prepayment may be accompanied applied by ACT to any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(bsubsequent fiscal year), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.R > 4.0 75 % $ 150,000,000 3.5 < R £ 4.0 50 % $ 100,000,000 3.0 < R £ 3.5 25 % $ 75,000,000 R £ 3.0 10 % $ 50,000,000

Mandatory Repayment of Loans. (i) If (a) If at any time time, the Aggregate outstanding principal amount of all Revolving A Credit Exposure Loans plus the sum of all outstanding Swingline Loans and L/C Obligations exceeds the Revolving Credit Commitment, (b) at any time, the outstanding principal amount of all Dollar Tranche Revolving Credit Loans plus the sum of all outstanding Swingline Loans and Dollar Tranche L/C Obligations exceeds the Dollar Tranche Revolving Credit Commitment or (c) on any Computation Date, the outstanding principal amount of all Designated Currency Tranche Revolving Credit Loans plus the all Designated Currency Tranche L/C Obligations exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Designated Currency Tranche Revolving A Credit Commitment, the relevant Borrower or Borrowers agree agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, Extensions of Credit in an amount equal to repay Revolving A Credit such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, Swingline second to the principal amount of all outstanding Loans or Competitive Bid Loans and/or furnish and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied into a cash collateral account opened by any amount required to be paid pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account benefit of the Revolving B Lenders, Credit Lenders in an amount equal to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the aggregate then undrawn and unexpired amount of such excess without premium or penalty; provided that any repayment Letters of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. Credit (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.211.2(b), and such cash collateral to be shared ratably between Letters of Credit issued and outstanding under the Dollar Tranche and the Designated Currency Tranche). (ii) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly, and in any event within five (5) Business Days after such Net Proceeds are received by the Borrower or such Subsidiary, prepay the Term Loan as set forth below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if a Responsible Officer of the Borrower shall deliver to the Administrative Agent a certificate to the effect that the Borrower or the applicable Subsidiary, as the case may be, intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to acquire real property, equipment or CHAR2\1566724v8 other assets (excluding inventory) to be used or useful in the business of the Borrower or the applicable Subsidiary, as the case may be, or to consummate a Permitted Acquisition, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent any such Net Proceeds have not been so applied by the end of such 360‑day period, then a prepayment shall be required at the end of such period in an amount equal to such Net Proceeds that have not been so applied. All prepayments under this clause (ii) shall be applied to prepay the Term Loan (to be applied to installments thereof pro rata). No prepayments shall be required under this clause (ii) subsequent to the termination or expiry of the Term Loan Commitments and the full repayment of the outstanding Term Loan. Notwithstanding any other provisions of this Section 2.4(b)(i) to the contrary, (i) to the extent that any Net Proceeds in respect of any Prepayment Event by a Foreign Subsidiary is prohibited or delayed by Applicable Law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied to repay the Term Loan at the times provided above but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the Applicable Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly use commercially reasonable efforts to take all actions reasonably required by the Applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds is permitted under the Applicable Law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loan pursuant to Section 2.4(b)(i), to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of such Net Proceeds would have a material adverse tax consequence, the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary.

Mandatory Repayment of Loans. (a) If at 2.9.1 Within 3 Business Days following the receipt by any time Credit Party of any Net Bond Proceeds, the Aggregate Revolving A Credit Exposure exceeds 105Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% (or if none of such Aggregate Revolving A Credit Exposure is denominated in EurosNet Bond Proceeds except to the extent that: (i) such Net Bond Proceeds are used within 90 days to finance the Casey’s Acquisition and related fees and costs, Sterling or any Optional Currency, 100%(ii) such Net Bond Proceeds are used within 90 days to finance a Permitted Acquisition (other than the Casey’s Acquisition) and related fees and costs if the Borrower makes a voluntary prepayment of the Aggregate Revolving A Commitment, Loans in the relevant Borrower or Borrowers agree immediately upon notice from amount that would be payable pursuant to Section 2.9.3 if the Administrative Agent, by payment fiscal quarters completed between the most recent fiscal year-end and such Permitted Acquisition (if any) were considered as a fiscal year and such amount was calculated based on the pro forma Adjusted Leverage Ratio giving effect to the Administrative Agent such Permitted Acquisition and a maximum annual repayment pro rated for the account number of completed fiscal quarters during such period, or (iii) such Net Bond Proceeds are used within 90 days to refinance the Revolving A LendersSubordinated Notes and related fees and costs (for greater certainty, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral if such Net Bond Proceeds are not used in full as described in Section 2.4.2(csub-paragraphs (i), in (ii) and (iii) above within such 90-day period, the Dollar Equivalent Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of the portion of such excess without premium or penalty; provided that Net Bond Proceeds not so used at the end of such 90-day period); 2.9.2 Within 3 Business Days following the receipt by any repayment Credit Party of LIBOR Rate any Net Securitization Proceeds, the Borrower shall make a mandatory prepayment of the Loans pursuant in an amount equal to this Section 2.4.2(a) other than on 100% of such Net Securitization Proceeds; 2.9.3 Within 120 days after the last day of each fiscal year (beginning with the Interest Period applicable thereto 2012 fiscal year), subject to the next sentence, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the lesser of (i) the percentage set out below of the Excess Cash Flow (if any) for such fiscal year and (ii) the maximum annual repayment set out below. The obligation of the Borrower to make a mandatory prepayment of the Loans under this Section 2.9.3 in respect of any fiscal year shall be accompanied reduced by any amount required to be paid pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day voluntary prepayment of the Interest Period applicable thereto shall Loans made during such fiscal year (and any excess voluntary prepayment may be accompanied applied by ACT to any amount required to be paid pursuant to Section 4.8 hereof. subsequent fiscal year). Adjusted Leverage Ratio (cR) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent Percentage of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.Excess Cash Flow Maximum Annual Repayment R > 4.0 75 % $ 150,000,000 3.5 < R £ 4.0 50 % $ 100,000,000

Mandatory Repayment of Loans. (ai) If at any time the Aggregate Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) sum of the Aggregate outstanding principal Dollar Equivalent amount of all Loans and all outstanding L/C Obligations exceeds the Revolving A CommitmentCredit Commitment of all Lenders, in each case other than solely as a result of a change in applicable rates of exchange between Dollars and Offshore Currencies, the relevant Borrower or Borrowers agree to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans made to it, L/C Obligations incurred by it and/or furnish cash collateral as reasonably satisfactory to the Administrative Agent, in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 11.2(b). (ii) If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Loans and L/C Obligations then outstanding exceeds the Aggregate Revolving Credit Commitment by more than $5,000,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Company that a prepayment is required under this Section 2.3(b)(ii) and each of the Borrowers agrees thereupon to make prepayments of Loans made to it within two (2) Business Days after the Company’s receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Loans and L/C Obligations then outstanding does not exceed the Aggregate Revolving Credit Commitment. (iii) If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans then outstanding exceeds the Foreign Currency Sublimit by more than $5,000,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Company that a prepayment is required under this Section 2.3(b)(iii) and each of the Borrowers agrees thereupon to make prepayments of Loans made to it within two (2) Business Days after the Company’s receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Offshore Currency Loans then outstanding does not exceed the Foreign Currency Sublimit. (iv) Notwithstanding anything to the contrary in Section 2.3(b)(ii) or (iii), the mandatory repayment described in such Section 2.4.2(c)of any Offshore Rate Loans may be delayed until the last day of the Interest Period applicable to such Offshore Rate Loans; provided that if the Borrowers so delay repayment of Offshore Rate Loans, the Borrowers shall deposit or cause to be deposited, on the day repayment would have otherwise been required, in a cash collateral account opened by the Dollar Equivalent of Administrative Agent, an amount equal to the aggregate principal amount of such excess without premium or penalty; provided that any delayed mandatory repayment of LIBOR Offshore Rate Loans pursuant to this Section 2.4.2(a) and any accrued but unpaid interest thereon. Any repayment of Offshore Rate Loans hereunder other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If the Agent notifies the Borrower at any time that the Aggregate Outstanding Amount of all Revolving A Credit Exposure Loans and all Letter of Credit Obligations exceeds 105% the Total Revolving Credit Commitment at such time, the Borrower shall, within two (or if none 2) Business Days after receipt of such Aggregate notice, prepay the Revolving A Credit Exposure is denominated Loans and/or Cash Collateralize the Letter of Credit Obligations in Euros, Sterling or any Optional Currency, 100%) an aggregate amount not less than the amount by which the aggregate Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Aggregate Total Revolving A Credit Commitment, any such prepayment to be applied, in the relevant Borrower or Borrowers agree immediately upon notice from absence of instruction by the Administrative AgentBorrower, by payment (x) first to the Administrative Agent for repayment of Revolving Credit Loans and second to the account repayment of Bid Rate Loans and (y) with respect to any such payments of Revolving Credit Loans, first to the principal of Base Rate Loans, then to the principal of Daily SOFR Loans and then to the principal of Term Rate Committed Loans. Notwithstanding the foregoing, subject to §5.11.1, the Borrower shall not be required to Cash Collateralize the Letter of Credit Obligations pursuant to this §4.3 unless after the prepayment in full of the Revolving A LendersCredit Loans the Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Total Revolving Credit Commitment then in effect. The Agent may, at any time and from time to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in time after the Dollar Equivalent of the amount initial deposit of such excess without premium or penalty; Cash Collateral, request that additional Cash Collateral be provided that any repayment in order to protect against the results of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereofexchange rate fluctuations. (b) If the Agent notifies the Borrower at any time that the Aggregate Revolving B Credit Exposure Outstanding Amount of all Bid Rate Loans exceeds an amount equal to 105% of the Bid Rate Maximum Amount, the Borrower shall within two (or if none 2) Business Days after receipt of such Aggregate Revolving B Credit Exposure is denominated notice, prepay Bid Rate Loans in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of an aggregate amount not less than the amount by which the aggregate Outstanding Amount of such excess without premium or penalty; provided that any repayment of LIBOR all Bid Rate Loans pursuant to this Section 2.4.2(b) other than on exceeds the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereofBid Rate Maximum Amount. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (1) In the event (a) If at any time the Aggregate aggregate amount of the Revolving A Facility Credit Exposure exceeds 105% the Line Cap at such time, then the Borrowers will on such Business Day repay outstanding Revolving Loans and Swingline Loans, and, if there remains an excess after paying all such Revolving Loans and Swingline Loans, cash collateralize Letters of Credit issued on behalf of the Borrowers (in accordance with the terms of the Letter of Credit Collateralization definition and Section 2.05(13)) in an aggregate amount equal to such excess. (2) [Reserved]. (3) In the event and on such occasion as the Letter of Credit Exposure exceeds the Letter of Credit Sublimit, the Borrowers will deposit cash collateral (in accordance with the terms of the Letter of Credit Collateralization definition and Section 2.05(13)) in an amount equal to such excess. (4) Upon the occurrence and during the continuance of a Cash Dominion Period, all amounts in each Blocked Account in excess of $5,000 shall be applied by the Administrative Agent to prepay Revolving Loans (with no reduction in commitments). (5) Notwithstanding the foregoing, at all times when no Cash Dominion Period is in effect: (a) the Administrative Agent may instruct any Blocked Account Bank maintaining a Dominion Account (or, in the case of the RBC Deposit Accounts, instruct the Loans Parties to direct RBC) to transfer the then contents or if none then entire ledger balance of such Aggregate Revolving A Credit Exposure is denominated Dominion Account in Eurosexcess of $5,000 (or, Sterling or any Optional Currency, 100%) in the case of the Aggregate RBC Deposit Accounts, $1.0 million individually and $2.0 million in the aggregate) that have been collected therein as of the end of each Business Day (the “Applied Balance”) for application to reduce the outstanding Revolving A Commitment, Loans (with no reduction in commitments) on such Business Day; and (b) upon receipt of the relevant Borrower or Borrowers agree immediately upon notice from Applied Balance by the Administrative Agent, each such application by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant Applied Balance to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto Obligations shall be accompanied by any amount required deemed to be paid pursuant delivery by the Borrowers of a Borrowing Request in an amount equal to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in EurosApplied Balance and, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 daysa result thereof, the Administrative Agent shall apply any and all make a Revolving Loan on such cash collateral Business Day to repay the outstanding Loans Borrowers in an amount equal to such Applied Balance, subject to the Borrowers' satisfaction of the relevant Class conditions precedent set forth in Section 4.01. (6) All mandatory repayments of Loans will be accompanied by accrued interest on the amount of such excess. Until such timerepaid, such cash collateral shall be maintained together with the Early Termination Fee (if applicable) and applied in accordance with any amounts due under Section 11.2.22.16 (if applicable).

Mandatory Repayment of Loans. (a) If the Agent notifies the Borrower at any time that the Aggregate Outstanding Amount of all Revolving A Credit Exposure Loans and all Letter of Credit Obligations exceeds an amount equal to 105% of the Total Revolving Credit Commitment at such time, the Borrower shall, within two (or if none 2) Business Days after receipt of such Aggregate notice, prepay the Revolving A Credit Exposure is denominated Loans and/or Cash Collateralize the Letter of Credit Obligations in Euros, Sterling or any Optional Currency, 100%) an aggregate amount not less than the amount by which the aggregate Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Aggregate Total Revolving A Credit Commitment, any such prepayment to be applied, in the relevant Borrower or Borrowers agree immediately upon notice from absence of instruction by the Administrative AgentBorrower, by payment (x) first to the Administrative Agent for repayment of Revolving Credit Loans and second to the account repayment of the Bid Rate Loans and (y) with respect to any such payments of Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in first to the Dollar Equivalent principal of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Base Rate Loans and then to the principal of Eurocurrency Rate Loans. Notwithstanding the foregoing, subject to §5.11.1, the Borrower shall not be required to Cash Collateralize the Letter of Credit Obligations pursuant to this Section 2.4.2(a) other than on §4.3 unless after the last day prepayment in full of the Interest Period applicable thereto shall Loans the Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Total Revolving Credit Commitment then in effect. The Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be accompanied by any amount required provided in order to be paid pursuant to Section 4.8 hereofprotect against the results of exchange rate fluctuations. (b) If the Agent notifies the Borrower at any time that the Aggregate Revolving B Credit Exposure Outstanding Amount of all Bid Rate Loans exceeds an amount equal to 105% of the Bid Rate Maximum Amount, the Borrower shall within two (or if none 2) Business Days after receipt of such Aggregate Revolving B Credit Exposure is denominated notice, prepay Bid Rate Loans in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of an aggregate amount not less than the amount by which the aggregate Outstanding Amount of such excess without premium or penalty; provided that any repayment of LIBOR all Bid Rate Loans pursuant to this Section 2.4.2(b) other than on exceeds the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereofBid Rate Maximum Amount. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If at any time the Aggregate Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any excess. Any repayment of LIBOR Eurocurrency Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any excess. Any repayment of LIBOR Eurocurrency Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) (i) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (1) In the event the aggregate amount of the Revolving Facility Credit Exposure exceeds the Line Cap at such time, then the Borrower will on such Business Day repay outstanding Revolving Loans and Swingline Loans, and, if there remains an excess after paying all Revolving Loans and Swingline Loans, cash collateralize Letters of Credit (in accordance with Section 2.05(11)) in an aggregate amount equal to such excess. (2) On any date on or prior to April 25, 2014, the Borrower will cause the aggregate principal amount of outstanding Revolving Loans (excluding, for the avoidance of doubt, all other Revolving Facility Credit Exposure) on such date to be equal to or less than an amount (the “Threshold Level”) equal to (a) If at $25.0 million plus (b) the amount funded on the Closing Date to finance original issue discount and upfront fees arising in connection with any time exercise of the Aggregate Flex Provisions. The foregoing sentence will not be construed in any manner to restrict the ability of the Borrower Parties to request any Borrowing under the Revolving A Credit Facility, and this Section 2.11(2) will have no further force or effect following the date on which outstanding Revolving Loans are equal to or less than the Threshold Level. (3) In the event and on such occasion as the Revolving L/C Exposure exceeds 105% the Letter of Credit Sublimit, the Borrower will deposit cash collateral (or if none in accordance with Section 2.05(11)) in an amount equal to such excess. (4) Upon the occurrence and during the continuance of such Aggregate Revolving A Credit Exposure is denominated a Cash Dominion Period, all amounts in Euros, Sterling or any Optional Currency, 100%the Dominion Account shall be applied by the Administrative Agent pursuant to clause (b) of the Aggregate proviso to Section 5.11. (5) The Borrower will prepay Revolving A Commitment, Loans (with no reduction in commitments) or cash collateralize Letters of Credit with 100% of all net cash proceeds from non-ordinary course sales of Collateral included in the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment Borrowing Base to the Administrative Agent for the account of the Revolving A Lenders, extent such net cash proceeds are required to be applied to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), order to remain in compliance with the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans Borrowing Base. Any amounts prepaid pursuant to this Section 2.4.2(aclause (5) other than on the last day of the Interest Period applicable thereto shall will be accompanied by any amount required to be paid applied pursuant to the waterfall set forth in Section 4.8 hereof.2.18(3), provided that amounts applied pursuant to subclauses (iv) and (v) thereof will be applied: (a) first, to ABR Loans; (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenderssecond, to repay Eurocurrency Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penaltyLoans; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof.and (c) As an alternative third, to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent collateralization of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans Letters of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2Credit.

Mandatory Repayment of Loans. (a) If the Agent notifies the Borrower at any time that the Aggregate Outstanding Amount of all Revolving A Credit Exposure Loans and all Letter of Credit Obligations exceeds 105% the Total Revolving Credit Commitment at such time, the Borrower shall, within two (or if none 2) Business Days after receipt of such Aggregate notice, prepay the Revolving A Credit Exposure is denominated Loans and/or Cash Collateralize the Letter of Credit Obligations in Euros, Sterling or any Optional Currency, 100%) an aggregate amount not less than the amount by which the aggregate Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Aggregate Total Revolving A Credit Commitment, any such prepayment to be applied, in the relevant Borrower or Borrowers agree immediately upon notice from absence of instruction by the Administrative AgentBorrower, by payment (x) first to the Administrative Agent for repayment of Revolving Credit Loans and second to the account repayment of Bid Rate Loans and (y) with respect to any such payments of Revolving Credit Loans, first to the principal of Base Rate Loans, then to the principal of LIBOR Floating RateDaily SOFR Loans and then to the principal of EurocurrencyTerm Rate Committed Loans. Notwithstanding the foregoing, subject to §5.11.1, the Borrower shall not be required to Cash Collateralize the Letter of Credit Obligations pursuant to this §4.3 unless after the prepayment in full of the Revolving A LendersCredit Loans the Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Total Revolving Credit Commitment then in effect. The Agent may, at any time and from time to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in time after the Dollar Equivalent of the amount initial deposit of such excess without premium or penalty; Cash Collateral, request that additional Cash Collateral be provided that any repayment in order to protect against the results of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereofexchange rate fluctuations. (b) If the Agent notifies the Borrower at any time that the Aggregate Revolving B Credit Exposure Outstanding Amount of all Bid Rate Loans exceeds an amount equal to 105% of the Bid Rate Maximum Amount, the Borrower shall within two (or if none 2) Business Days after receipt of such Aggregate Revolving B Credit Exposure is denominated notice, prepay Bid Rate Loans in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of an aggregate amount not less than the amount by which the aggregate Outstanding Amount of such excess without premium or penalty; provided that any repayment of LIBOR all Bid Rate Loans pursuant to this Section 2.4.2(b) other than on exceeds the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereofBid Rate Maximum Amount. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If at any time the Aggregate sum of the outstanding principal amount of all Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Loans made under the Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of Facility and all outstanding Revolving A L/C Obligations exceeds the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans Revolving A L/C Obligations or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c)reasonably satisfactory to the Administrative Agent, in the Dollar Equivalent of the an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 11.2.2. Any repayment of such excess without premium or penalty; provided that any repayment of LIBOR Offshore Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (b) If at any time the Aggregate sum of the outstanding principal amount of all Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Loans made under the Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of Facility and all outstanding Revolving X X/C Obligations exceeds the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans Loans, Revolving X X/C Obligations or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c)reasonably satisfactory to the Administrative Agent, in the Dollar Equivalent of the an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 11.2.2. Any repayment of such excess without premium or penalty; provided that any repayment of LIBOR Offshore Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If The Borrower shall from time to time repay the Loans comprising part of the same Borrowing or provide cover for Outstanding Letters of Credit in such amounts as shall be necessary so that at all times the Credit Outstanding shall not be in excess of the Total Commitment. Except to the extent that repayment or cover is required to be made in three equal monthly installments under Section 2.07(b), any repayment or cover required by this Section 2.07(a) shall be due and payable on the date such repayment or cover obligation accrues pursuant to the preceding sentence. (b) The Borrower shall from time to time repay the Aggregate Revolving A Loans comprising part of the same Borrowing or provide cover for Outstanding Letters of Credit Exposure exceeds 105% (as provided below) in whole or if none ratably in part in an amount equal to the excess of (i) the Credit Outstanding as of any redetermination of the Borrowing Base pursuant to Section 2.04 over (ii) the Borrowing Base as of such Aggregate Revolving A Credit Exposure is denominated date. Any repayment or cover required by this Section 2.07(b) shall be due and payable in Eurosthree equal monthly installments, Sterling or any Optional Currency, 100%each in an amount equal to one third (1/3rd) of the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the original amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than excess, commencing on the last day of the Interest Period applicable thereto calendar month immediately following such redetermination of the Borrowing Base and continuing on the same day of each subsequent calendar month. HOU04:43581.4 (c) In the event that the Borrower shall be required pursuant to this Section 2.07 to repay Loans or provide cover for Outstanding Letters of Credit, the Borrower shall make such repayment and provide such cover in the following order: (i) first, pay the amount of all unreimbursed drawings under the Letters of Credit, (ii) second, repay the principal of the Loans and (iii) third, provide cover for Letters of Credit. Cover for Letters of Credit shall be effected by paying to the Agent immediately available funds, to be held by the Agent in an account under the sole dominion and control of the Agent, for the benefit of the Bank Group, as security for the obligations of the Borrower under the Loan Documents until the earlier of (A) the occurrence in this Section 2.07 which necessitated such cover no longer exists or (B) such time as the Letters of Credit have been terminated and all obligations of the Borrower to the Bank Group (including the Issuing Bank) in respect thereof have been paid in full, at which time the Agent shall remit the amount of such cover, in immediately available funds, at the direction or instruction of the Borrower. Any funds delivered pursuant to the preceding sentence shall be placed in an interest bearing account selected by the Agent and so long as no Default has occurred and is continuing, any accrued interest on such funds shall be distributed monthly to the Borrower. (d) All outstanding Loans shall be fully due and payable on the Maturity Date, together with any unpaid interest accrued thereon. (e) Each repayment of Loans required by this Section 2.07 shall be accompanied by payment of accrued interest to the date of such payment on the principal amount paid. In the event of any amount required payment of a Eurodollar Rate Loan, the Borrower shall be obligated to be paid reimburse the Banks in respect thereof pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, 2.13. All principal payments required by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto 2.07 shall first be accompanied by any amount required applied to be paid pursuant Base Rate Borrowings, and second to Section 4.8 hereofEurodollar Rate Borrowings. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (ai) If at any time (A) the Aggregate Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) sum of the Aggregate Revolving A Commitmentoutstanding principal Dollar Equivalent amount of all Loans made under the 364 Day Facility exceeds the 364 Day Facility Commitment of all Lenders or (B) the sum of the outstanding principal Dollar Equivalent amount of all Loans made under the Five Year Facility and all outstanding L/C Obligations exceeds the Five Year Facility Commitment of all Lenders, in each case other than solely as a result of a change in applicable rates of exchange between Dollars and Offshore Currencies, the relevant Borrower or Borrowers agree to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans Loans, L/C Obligations or Competitive Bid Loans and/or furnish cash collateral as reasonably satisfactory to the Administrative Agent, in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 11.2(b). (ii) If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Loans and L/C Obligations then outstanding exceeds the Aggregate Revolving Credit Commitment by more than $500,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Borrowers that a prepayment is required under this Section 2.3(b)(ii) and the Borrowers agree thereupon to make prepayments of Loans within two (2) Business Days after receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Loans and L/C Obligations then outstanding does not exceed the Aggregate Revolving Credit Commitment. (iii) Notwithstanding anything to the contrary in Section 2.3(b)(ii), the mandatory repayment described in such Section 2.4.2(c)of any Offshore Rate Loans may be delayed until the last day of the Interest Period applicable to such Offshore Rate Loans; provided, that if the Borrowers so delay repayment of Offshore Rate Loans, the Borrowers shall deposit or cause to be deposited, on the day repayment would have otherwise been required, in a cash collateral account opened by the Dollar Equivalent of Administrative Agent, an amount equal to the aggregate principal amount of such excess without premium or penalty; provided that any delayed mandatory repayment of LIBOR Offshore Rate Loans pursuant to this Section 2.4.2(a) and any accrued but unpaid interest thereon. Any repayment of such Offshore Rate Loans other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If at any time the Aggregate Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Swingline Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof4.8. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof4.8. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (ai) If at any time (A) the Aggregate Revolving A Credit Exposure outstanding principal Dollar Equivalent amount of all Loans made under the 364 Day Facility exceeds 105% the 364 Day Facility Commitment of all Lenders or (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%B) the sum of the Aggregate Revolving A Commitmentoutstanding principal Dollar Equivalent amount of all Loans made under the Multi-Year Facility and all outstanding L/C Obligations exceeds the Multi-Year Facility Commitment of all Lenders, in each case other than solely as a result of a change in applicable rates of exchange between Dollars and Offshore Currencies, the relevant Borrower or Borrowers agree to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans made to it, L/C Obligations incurred by it and/or furnish cash collateral as reasonably satisfactory to the Administrative Agent, in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 11.2(b). (ii) If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Loans and L/C Obligations then outstanding exceeds the Aggregate Revolving Credit Commitment by more than $5,000,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Company that a prepayment is required under this Section 2.3(b)(ii) and each of the Borrowers agrees thereupon to make prepayments of Loans made to it within two (2) Business Days after the Company's receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Loans and L/C Obligations then outstanding does not exceed the Aggregate Revolving Credit Commitment. (iii) Notwithstanding anything to the contrary in Section 2.3(b)(ii), the mandatory repayment described in such Section 2.4.2(c)of any Offshore Rate Loans may be delayed until the last day of the Interest Period applicable to such Offshore Rate Loans; provided, that if the -------- Borrowers so delay repayment of Offshore Rate Loans, the Borrowers shall deposit or cause to be deposited, on the day repayment would have otherwise been required, in a cash collateral account opened by the Dollar Equivalent of Administrative Agent, an amount equal to the aggregate principal amount of such excess without premium or penalty; provided that any delayed mandatory repayment of LIBOR Offshore Rate Loans pursuant to this Section 2.4.2(a) and any accrued but unpaid interest thereon. Any repayment of Offshore Rate Loans hereunder other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (ai) If at any time the Aggregate Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) sum of the Aggregate outstanding principal Dollar Equivalent amount of all Loans and all outstanding L/C Obligations exceeds the Revolving A CommitmentCredit Commitment of all Lenders, in each case other than solely as a result of a change in applicable rates of exchange between Dollars and Offshore Currencies, the relevant Borrower or Borrowers agree to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans made to it, L/C Obligations incurred by it and/or furnish cash collateral as reasonably satisfactory to the Administrative Agent, in an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 11.2(b). (ii) If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Loans and L/C Obligations then outstanding exceeds the Aggregate Revolving Credit Commitment by more than $5,000,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Company that a prepayment is required under this Section 2.3(b)(ii) and each of the Borrowers agrees thereupon to make prepayments of Loans made to it within two (2) Business Days after the Company's receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Loans and L/C Obligations then outstanding does not exceed the Aggregate Revolving Credit Commitment. (iii) If on any Determination Date, the Administrative Agent shall have determined that the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans then outstanding exceeds the Foreign Currency Sublimit by more than $5,000,000 due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Company that a prepayment is required under this Section 2.3(b)(iii) and each of the Borrowers agrees thereupon to make prepayments of Loans made to it within two (2) Business Days after the Company's receipt of such notice such that, after giving effect to such prepayments, the aggregate Dollar Equivalent amount of all Offshore Currency Loans then outstanding does not exceed the Foreign Currency Sublimit. (iv) Notwithstanding anything to the contrary in Section 2.3(b)(ii) or (iii), the mandatory repayment described in such Section 2.4.2(c)of any Offshore Rate Loans may be delayed until the last day of the Interest Period applicable to such Offshore Rate Loans; PROVIDED, that if the Borrowers so delay repayment of Offshore Rate Loans, the Borrowers shall deposit or cause to be deposited, on the day repayment would have otherwise been required, in a cash collateral account opened by the Dollar Equivalent of Administrative Agent, an amount equal to the aggregate principal amount of such excess without premium or penalty; provided that any delayed mandatory repayment of LIBOR Offshore Rate Loans pursuant to this Section 2.4.2(a) and any accrued but unpaid interest thereon. Any repayment of Offshore Rate Loans hereunder other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (ai) If at any time time, including on any Computation Date, and, without limitation, if resulting from Foreign Currency fluctuations (a) the Aggregate outstanding principal amount of all Revolving A Credit Exposure Loans plus the sum of all outstanding Swingline Loans and L/C Obligations exceeds 105% the Revolving Credit Commitment, (b) the outstanding principal amount of all Dollar Tranche Revolving Credit Loans plus the sum of all outstanding Swingline Loans and Dollar Tranche L/C Obligations exceeds the Dollar Tranche Revolving Credit Commitment or if none (c) the outstanding principal amount of such Aggregate all Designated Currency Tranche Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of Loans plus the Aggregate all Designated Currency Tranche L/C Obligations exceeds the Designated Currency Tranche Revolving A Credit Commitment, the relevant Borrower or Borrowers agree agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, Extensions of Credit in an amount equal to repay Revolving A Credit such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, Swingline second to the principal amount of all outstanding Loans or Competitive Bid Loans and/or furnish and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied into a cash collateral account opened by any amount required to be paid pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account benefit of the Revolving B Lenders, Credit Lenders in an amount equal to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the aggregate then undrawn and unexpired amount of such excess without premium or penalty; provided that any repayment Letters of LIBOR Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. Credit (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.211.2(b), and such cash collateral to be shared ratably between Letters of Credit issued and outstanding under the Dollar Tranche and the Designated Currency Tranche). (ii) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly, and in any event within five (5) Business Days after such Net Proceeds are received by the Borrower or such Subsidiary, prepay the Term Loans as set forth below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if a Responsible Officer of the Borrower shall deliver to the Administrative Agent a certificate to the effect that the Borrower or the applicable Subsidiary, as the case may be, intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to acquire real property, equipment or other assets (excluding inventory) to be used or useful in the business of the Borrower or the applicable Subsidiary, as the case may be, or to consummate a Permitted Acquisition, and certifying that no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent any such Net Proceeds have not been so applied by the end of such 360-day period, then a prepayment shall be required at the end of such period in an amount equal to such Net Proceeds that have not been so applied. All prepayments under this clause (ii) shall be applied to prepay the Delayed Draw Term Loans (to be applied to installments thereof pro rata). No prepayments shall be required under this clause (ii) subsequent to the termination or expiry of the Delayed Draw Term Loan Commitments and the full repayment of all outstanding Delayed Draw Term Loans. Notwithstanding any other provisions of this Section 2.4(b)(i) to the contrary, (i) to the extent that any Net Proceeds in respect of any Prepayment Event by a Foreign Subsidiary is prohibited or delayed by Applicable Law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied to repay Delayed Draw Term Loans at the times provided above but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the Applicable Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly use commercially reasonable efforts to take all actions reasonably required by the Applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds is permitted under the Applicable Law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Delayed Draw Term Loans pursuant to Section 2.4(b)(i), to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of such Net Proceeds would have a material adverse tax consequence, the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary.

Mandatory Repayment of Loans. (a) If at any time the Aggregate Outstanding Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Outstanding Revolving A Credit Exposure is denominated in Euros, Sterling or any an Optional Currency, 100%) of the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree agrees immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans Revolving A L/C Obligations or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c)reasonably satisfactory to the Administrative Agent, in an amount such that, after giving effect thereto, the Dollar Equivalent of Outstanding Revolving A Credit Exposure does not exceed the amount Aggregate Revolving A Commitment. Such cash collateral shall be applied in accordance with Section 11.2.2. Any repayment of such excess without premium or penalty; provided that any repayment of LIBOR Eurocurrency Rate Loans pursuant to this Section 2.4.2(a) Loan other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (b) If at any time the Aggregate sum of the outstanding principal amount of all Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Loans made under the Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of Facility and all outstanding Revolving X X/C Obligations exceeds the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree agrees immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans Loans, Revolving X X/C Obligations or Dollar Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c)reasonably satisfactory to the Administrative Agent, in the Dollar Equivalent of the an amount equal to such excess. Such cash collateral shall be applied in accordance with Section 11.2.2. Any repayment of such excess without premium or penalty; provided that any repayment of LIBOR Eurocurrency Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 4.9 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If at any time the Aggregate Revolving A Credit Exposure exceeds 105% (or if none of such Aggregate Revolving A Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving A Lenders, to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any excess. Any repayment of LIBOR Eurocurrency Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (b) If at any time the Aggregate Revolving B Credit Exposure exceeds 105% (or if none of such Aggregate Revolving B Credit Exposure is denominated in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any excess. Any repayment of LIBOR Eurocurrency Rate Loans pursuant to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (ci) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If the Agent notifies the Borrower at any time that the Aggregate Outstanding Amount of all Revolving A Credit Exposure Loans and all Letter of Credit Obligations exceeds 105% the Total Revolving Credit Commitment at such time, the Borrower shall, within two (or if none 2) Business Days after receipt of such Aggregate notice, prepay the Revolving A Credit Exposure is denominated Loans and/or Cash Collateralize the Letter of Credit Obligations in Euros, Sterling or any Optional Currency, 100%) an aggregate amount not less than the amount by which the aggregate Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Aggregate Total Revolving A Credit Commitment, any such prepayment to be applied, in the relevant Borrower or Borrowers agree immediately upon notice from absence of instruction by the Administrative AgentBorrower, by payment (x) first to the Administrative Agent for repayment of Revolving Credit Loans and second to the account repayment of Bid Rate Loans and (y) with respect to any such payments of Revolving Credit Loans, first to the principal of Base Rate Loans, then to the principal of LIBOR Floating Rate Loans and then to the principal of Eurocurrency Rate Loans. Notwithstanding the foregoing, subject to §5.11.1, the Borrower shall not be required to Cash Collateralize the Letter of Credit Obligations pursuant to this §4.3 unless after the prepayment in full of the Revolving A LendersCredit Loans the Outstanding Amount of all Revolving Credit Loans and all Letter of Credit Obligations exceeds the Total Revolving Credit Commitment then in effect. The Agent may, at any time and from time to repay Revolving A Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in time after the Dollar Equivalent of the amount initial deposit of such excess without premium or penalty; Cash Collateral, request that additional Cash Collateral be provided that any repayment in order to protect against the results of LIBOR Rate Loans pursuant to this Section 2.4.2(a) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereofexchange rate fluctuations. (b) If the Agent notifies the Borrower at any time that the Aggregate Revolving B Credit Exposure Outstanding Amount of all Bid Rate Loans exceeds an amount equal to 105% of the Bid Rate Maximum Amount, the Borrower shall within two (or if none 2) Business Days after receipt of such Aggregate Revolving B Credit Exposure is denominated notice, prepay Bid Rate Loans in Euros, Sterling or any Optional Currency, 100%) of the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of an aggregate amount not less than the amount by which the aggregate Outstanding Amount of such excess without premium or penalty; provided that any repayment of LIBOR all Bid Rate Loans pursuant to this Section 2.4.2(b) other than on exceeds the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereofBid Rate Maximum Amount. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.

Mandatory Repayment of Loans. (a) If the Agent notifies the Borrower at any time that the Aggregate Revolving A Outstanding Amount of all Loans and all Letter of Credit Exposure Obligations exceeds an amount equal to 105% of the Total Commitment at such time, the Borrower shall, within two (or if none 2) Business Days after receipt of such Aggregate Revolving A notice, prepay the Loans and/or Cash Collateralize the Letter of Credit Exposure is denominated Obligations in Eurosan aggregate amount equal to (i) such excess, Sterling or any Optional Currency, 100%) of the Aggregate Revolving A Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for extent Loans are being prepaid, or (ii) the account of the Revolving A LendersMinimum Collateral Amount with respect to such excess, to repay the extent Letter of Credit Obligations are being Cash Collateralized, any such prepayment to be applied, in the absence of instruction by the Borrower, (x) first to the repayment of Swingline Loans, second to the repayment of Revolving A Credit Loans and third to the repayment of Bid Rate Loans and (y) with respect to any such payments of Revolving Credit Loans, Swingline Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in first to the Dollar Equivalent principal of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Base Rate Loans and then to the principal of Eurocurrency Rate Loans. Notwithstanding the foregoing, subject to §5.11.1, the Borrower shall not be required to Cash Collateralize the Letter of Credit Obligations pursuant to this Section 2.4.2(a) other than on §4.3 unless after the last day prepayment in full of the Interest Period applicable thereto shall Loans the Outstanding Amount of all Loans and all Letter of Credit Obligations exceeds the Total Commitment then in effect. The Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be accompanied by any amount required provided in order to be paid pursuant to Section 4.8 hereofprotect against the results of exchange rate fluctuations. (b) If the Agent notifies the Borrower at any time that the Aggregate Revolving B Credit Exposure Outstanding Amount of all Bid Rate Loan exceeds an amount equal to 105% of the Bid Rate Maximum Amount, the Borrower shall within two (or if none 2) Business Days after receipt of such Aggregate Revolving B Credit Exposure is denominated in Eurosnotice, Sterling or any Optional Currency, 100%) of prepay the Aggregate Revolving B Commitment, the relevant Borrower or Borrowers agree immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving B Lenders, to repay Revolving B Credit Loans or Competitive Bid Loans and/or furnish cash collateral as described in Section 2.4.2(c), in the Dollar Equivalent of the amount of such excess without premium or penalty; provided that any repayment of LIBOR Rate Loans pursuant in an aggregate amount equal to this Section 2.4.2(b) other than on the last day of the Interest Period applicable thereto shall be accompanied by any amount required to be paid pursuant to Section 4.8 hereof. (c) As an alternative to repaying Loans as prescribed in Section 2.4.2(a) and Section 2.4.2(b), the Parent Borrower may deposit with the Administrative Agent cash collateral in the Dollar Equivalent of the amount in excess as described in such Sections, it being understood that if such excess remains outstanding for more than 45 days, the Administrative Agent shall apply any and all such cash collateral to repay the outstanding Loans of the relevant Class in the amount of such excess. Until such time, such cash collateral shall be maintained and applied in accordance with Section 11.2.2.